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Bullet time.

The series' original developer, Remedy Entertainment, is out, and Rockstar Games has fully taken the reins for Max Payne 3. The end result is definitely more in line with the quality and grittiness that Rockstar is known for, but it’s still the Max Payne you remember. It’s been almost a decade since we last saw Max Payne, and although he’s a weathered, broken alcoholic and addict, he’s still the same fearless badass he has always been.

Fucked up shit happened during Max Payne and its sequel. Since then, Max has hung up his police badge for good and has been drowning his sorrows with booze and painkillers, trying to put the past behind him. When Max’s old pal from his Police Academy days offers him a security job protecting a wealthy family in Sau Paulo, Brazil, he jumps at the chance to get away from New York City and start anew. Unfortunately for Max, this isn’t the vacation he was expecting, and he quickly finds himself in the middle of a war with a crime organization called the Comando Sombra.

While Max tries to rescue the kidnapped wife of the family he has been hired to protect, he suffers from flashbacks, which serve to fill in the blanks of all that’s gone wrong in Max’s life. Certain events that happen throughout the game trigger these flashbacks and help flesh out the entire story behind his downward spiral of depression and self-loathing.

Despite the gritty picture that’s being painted, the game is stunning. Not in the beautiful scenery and landscape way, but in the sheer attention to detail in every environment, texture, and scene. Max looks like shit because he’s been drinking and drugging for ten years (although Rockstar is purposely being vague about how far Max Payne 3 takes place after the last games), and his face shows off his lifestyle. The original voice-actor, James McCaffrey reprises his role as Max, but this time provides for a full-motion capture, bringing Max Payne to life like never before. Max feels more organic and genuine because of it.

Though Max is getting old, he’s still nimble. Max still has his dodge and roll, his bullet-time, slo-mo diving, and shooting, but now he can duck and hide behind cover too. Bullet-time is the best it’s ever been. Cinematic kill-cams show every last bullet penetrating through flesh and bone in a cringe-worthy way. After a dive, Max can stay prone, shooting from the ground in all directions.

Also new is a “Last Man Standing” last-resort tactic. If Max has painkillers left over but takes a fatal shot, bullet-time will activate and the reticule will aim at the enemy who “killed” you; if you land a successful shot, it kills the enemy and spares your life. Not only does this keep you in the action longer, but it you do miss and die, you at least can see exactly how you died so you can learn to watch out for that enemy the next time.

It’s all done in an action-packed, cinematic style, more like a movie at times than a game. Adding to this, cut-scenes seamlessly blend into gameplay. There are no loading times whatsoever. And it happens so smoothly, it can catch you off-guard if you’re not paying full attention. Cut-scenes themselves are told like a graphic novel in motion, giving the game a unique style all its own.

Another focus, on top of cinematics and action, is realism. All of Max’s movements are fluid and natural thanks to James McCaffrey’s mo-cap performance. If Max has a pistol in-hand but still has a shotgun in his inventory, he carries it in his other hand during a shootout. Melee attacks are automatic and contextual. Max just has to be running toward an opponent and a proper melee event will occur.

The game also means to make shooters challenging again. We’ve been spoiled by games that auto-regenerate health while we wait in cover. Max Payne 3 has none of that nonsense. Remember, realism is Rockstar’s aim. Instead, Max has to pop painkillers manually to ensure he can take a few more bullets. In my demo, I was warned that I was going to die. And die I did. But not just because of my forgetting to use painkillers, but also because enemy AI is some of the best I’ve seen. I put too much attention on shooting the gang-members at the top of the bleachers in a stadium scene, and before I knew it, two others flanked me from a different row of seats.

And all of that is just single-player.

Max Payne 3 also has a robust multiplayer mode that focuses primarily around gang wars. It’s all presented in a fashion that makes multiplayer feel more like a story or series of events rather than just a free-for-all. For example, the top player in a deathmatch may find himself the lone target in a hit squad. Or the team that secures the most turf may have to defuse bombs in that same turf they just fought for.

Even better is Rockstar Games' addition of “Crews”. It’s not just a feature to Max Payne 3, but a feature across all Rockstar games, including the upcoming Grand Theft Auto V. Crews could be loosely compared to a much larger version of a clan. It aligns you with a side but doesn’t require you to participate in the same way a clan would. It keeps things social without the need for any particular level of commitment.

If another crew defeats your crew a number of times, a rivalry may form. On a more personal level, if one user is giving you a particularly tough time in multiplayer, you can put a “vendetta” on him or her. The game will then notify the player of the vendetta, with a unique marker placed on this player, and all that is left is for you to exact your revenge. If you get the kill, you get the XP, but if they beat you to the punch, the XP is theirs. It’s a great way to add some social interaction to the game, and let’s face it—how many times has one person killed you again and again, and you wanted a way to get even?

Max Payne 3 is gleaming with Rockstar Games' signature quality in every aspect. The storytelling and cinematics rival the likes of Uncharted. The gameplay is packed with action, realism, and classic Max Payne bullet-time—only refined. And even though the bulk of the experience is the single-player, multiplayer promises to be just as satisfying. This is definitely a game everyone will be playing all Summer long and may still be playing long into the jam-packed holiday release season.

Max Payne 3 releases on May 15th for the PS3 and Xbox 360, followed by a PC release on May 29th.